COMMONWEALTH OF KENTUCKY BEFORE THE PUBLIC SERVICE COMMISSION
PUBLIC SERVICE In the matter of: GOMMISSIQN
THE APPLICATION OF EAST KENTUCKY NETWORK ) LIMITED LIABILITY COMPANY FOR THE ISSUANCE ) OF A CERTIFICATE OF PTJBL,IC CONVENIENCE AND ) CASE NO2009-00423 NECESSITY TO CONSTRUCT A TOWER IN CLAY 1 COUNTY, KENTUCKY).
East Kentucky Network, LLC, d/b/a Appalachian Wireless, was granted authorization to
provide cellular service in the KY-10 Cellular Market Area (CMA452) by the Federal
Communications Coinmission (FCC). FCC license is included as Exhibit 1. East Kentucky
Network, LLC merger documents were filed with the Conmission on February 2,2001 in Case #
200 1-022.
Ln an effort to improve service in Perry County, East Kentucky Network, LLC pursuant to KRS
278.020 Subsection 1 and 807 KAR 5:OOl Section 9 is seeking the Commission’s approval to construct
a 180 foot self-supporting tower on a tract of land approximately 1 mile northwest of Bonnyman in
Perry County, Kentucky (37’18’08.00”N 83’14’3 1.80”W). A map and detailed directions to the site
can be found in Exhibit 8.
Exhibit 2 is a list of all Property owners or residents according to the property valuation
administrator’s record who reside or own property within 500 feet of the proposed tower in
accordance with the Public Valuation Administrator. No other properties are contiguous with East
Kentucky Network’s property.
Pursuant to 807 KAR 5:063 Section 1 (1)(L) and Section l(l)(n)(l) all affected property
owners according to the property valuation administrator’s record who reside or own property
within 500 feet of the proposed Tower were notified by certified mail return receipt requested of
East Kentucky Network, LLC’s proposed construction and informed of their riglit to intervene. They were given the docket number under which this application is filed. Enclosed in Exhibit 2 is a copy of that notification.
Perry County has no formal local planning unit. In absence of this unit the Perry County
Judge Executive’s office was notified by certified mail, return receipt requested of East Kentucky
Network Limited Liability Company’s proposal and iiiformed of their right to intervene. They were given the docket number under which this application is filed. Eiiclosed in Exhibit 3 is a copy of that notification.
Notice of the location of the proposed constructiori was published in the Hazard Herald’s
November 1 1t” & 18ti’ weekly editions. Enclosed is a copy of that notice in Exhibit 3. The Hazard
Herald is the newspaper with the largest circulation in Perry County.
A geologist was employed to determine soil and rock types and to ascertain the distance to solid bedrock. The geoteclmical report is enclosed as Exhibit 4.
A copy of the tower design information is enclosed as Exhibit 5. The proposed tower has been designed by engineers at Allstate Tower, Inc. and will be coristructed under their supervision.
Their qualifications are evidenced in Exhibit 5 by the seal and signature of the registered professional engineer responsible for this project.
The tower will be erected by S & S Tower Services of St. Albans, West Virginia. S & S
Tower Services has vast experience in the erection of communications towers.
FAA and Kentucky Airport Zoning Commission approvals are included as Exhibit 6.
No Federal Communications Commission approval is required prior to construction of this
facility. Once service is established from this tower we must immediately notify the Federal
Communications Commission of its operation. Prior approval is needed only if the proposed
facility increases the size of the cellular geographic service area. This cell site will not expand the cellular geographic service area. East Kentucky Network, LLC will finance the subject Construction with earned surplus in its General Fund.
Estimated Cost of Constmction $ 350,000.00 Annual Operation Expense of Tower $ 12,500.00
Two notice signs meeting the requirements prescribed by 807 KAR 5963, Section 1(2), measuring at least two (2) feet in height and four (4) feet in width and containing all required language in letters of required height, have been posted, one at a visible locatioii on the proposed site and one on the nearest public road. The two signs were posted on October 3 1, 2009 and will remain posted for at least two weeks after filing of this application as specified.
Enclosed in Exhibit 9 is a copy of East Kentucky Network LLC’s perpetual easement and rights of way with deed description to the site.
The proposed construction site is on a very rugged mountaintop some feet from the nearest structure. Prior to construction the site was wooded.
Due to the steep hillside surrounding the proposed site, the property in close proximity is uiisuitable for any type of development. East Kentucky Network LLC’s operation will not affect the use of nearby land nor its value. No more suitable site exists in the area. A copy of the search area map is enclosed in Exhibit 8. No other tower capable of supporting East Kentucky Network
LLC’s load exists in the general area; therefore, there is no opportunity for co-location of our facilities with anyone else.
Enclosed, and filed as Exhibit 10 is a survey of the proposed tower site signed by a
Kentucky registered professional engineer.
Exhibit 12 contains a vertical sketch of the tower supplied by Coleman Engineering. WHEREFORE, Applicant respectfully requests that the PSC accept the foregoing
Application for filing, and having met the requirements of KRS [278.020(1), 278.650, and
278.6651 and all applicable rules and regulations of the PSC, grant a Certificate of Public
Convenience and Necessity to construct and operate the proposed tower.
The foregoing document was prepared by Lynn Haney, Staff Accountant for East Kentucky
Network, LLC d/b/a Appalachian Wireless. All related questions or correspondence concerning this filing should be mailed to East Kentucky Network, LLC d/b/a/ Appalachian Wireless, 101
Technology Trail, Ivel, KY 41642.
APPROVED BY: Gerald Robinette, General Manager
CONTACT INFORNLATION:
Gerald Robinette, General Manager Phone: (606) 791-2375, Ext. 110 Email: [email protected]
Lynn Haney, Staff Accountant Phone: (606) 791-2375, Ext. 1007 Email: [email protected]
Mailing Address:
East Kentucky Network, LLC d/b/a Appalachian Wireless 101 Technology Trail Ivel, ICY 41642 Copies of Cell Site Notices to Land
Notification of County Judge Executive and Newspaper Advertisement
Universal Soil Rearing Analysis
FAA Approval & Kentucky Airport Zoning Commission Approval
Audited Financial Statements
Driving Directions from County Court House and Map to Suitable Scale
Perpetual Easement & Rights of Way for
Survey of Site SignedBealed by Professional Engineer Registered in State
Site Survey Map with Property Owners identified in Accordance with PVA of
Vertical Profile Sketch of Proposed
ULS License - Cellular License - KNKN809 - East Kentucky Network, L,LC d/b/a Appala ... Page 1 of 2
ULS License Cellular License - KNKN809 - East Kentucky Network, LLC d/b/a Appalachian Wireless
Call Sign KNKN809 Radio Service CL - Cellular Status Active Auth Type Regular Market
Market CMA452 - Kentucky 10 11 Channel Block B Powell Submarket 0 Phase 2 Dates Grant 08/28/2001 Ex piration 10/01/2011 Effective 11/11/2009 Cancel la ti on Five Year Buildout Date IO/ 1711996 Control Points 1 US Route 23, FLOYD, Harold, KY P: (606)478-2355
Licensee FRN 0001786607 Type Limited Liability Company Licensee East Kentucky Network, LLC d/b/a Appalachian P: (606)477-2355 Wireless F: (606)874-7551 101 Technology Trail Ivel, KY 41642 ATTN Gerald Robinette, Manager
Contact Lukas, Nace, Gutierrez & Sachs, LLP P: (703)584-8665 Pamela L Gist Esq F: (703)584-8695 8300 Greensboro Drive E: [email protected] McLean, VA 22102
Ownership and Qualifications Radio Service Type Mobile ReglJlatOry Status Common Carrier Interconnected Yes Alien Ownership The Applicant answered "No" to each of the Alien Ownership questions. Basic Qualifications The Applicant answered "No" to each af the Basic Qualification questions.
Demographics
h~p://wireless2.fcc.gov/lJlsApp/lJlsSearc~license.jsp?licKey=13 3 66&printable 1 1/16/2009 ULS License - Cellular License - KNKN809 - East Kentucky Network, LLC d/b/a Appala ... Page 2 of 2
Race Ethnicity Gender
http://wireless2.fcc.gov/UlsApp~JlsSearch/license.jsp?licKey= 13 3668~printable 11/16/2009
EXHIBIT 11: LIST OF PROPERTY OWNERS:
Statement Pursuant to Section 1 (1) (I) 807 KAR 5:063
Section 1 (l)(I)1. The following is a list of every property owner who according to property valuation administrator’s records, owns property within 500 feet of the proposed tower and each have been: notified by certified mail, return receipt requested, of the proposed construction,
Section 1 fl)(I)2. Every person listed below who, according to the property valuation administrator’s records, owns property within 500 feet of the proposed tower has been: Given the Commission docket number under which the application will be processed: and
Section 1 (l)(I)3. Every person listed below who, according to property valuation adtninistrator’s records, owns property within 500 feet of the proposed tower has been: Informed of his right to request intervention.
LIST OF PROPERTY OWNERS
Voiicel Thaclter P.O. Box 252 Hindman, KY 4 1822
Phillip IC. Cleinons P.O. Box 2 Bonnyinan, K Y 4 17 1 9
Kentucky River Properties 250 West Main Ste 1823 Lexington, KY 40.507
Victor Jewel1 P.O. Box 105 Bonnyman, KY 41719
Steven Holland P.O. Box 665 Ronnyrnan, ICY 4 1719
Hazard Perry Co. Housing P.O. Box 7284 Hazard, KY 41 702
Ima Jean & Robert Milan Box 7 Bonnyman, KY 4 17 19 EXHIBIT 11: LIST OF PROPERTY OWNERS: (cont.)
Thomas J. & Linda Teague 263 Turner Ave Hazard, KY 4 1701
John & Lenora Burgett 290 Sheriff Coui-t Romiyman, KY 4 17 19 EAST IKENTUCKY INETWORI: 101 TECHNOLOGY TRAIL IVEL, ICY 41642 PHONE: (606) 874-7550 FA". (606) 874.7551 .: IINFO@EI:N COM
\v .LiIiE: W\V\/\~EKM Cold
VIA: U.S. CERTIFIED MAIL
PUBLIC NOTICE
October 30,2009
Voncel Thaclter P.O. Box 252 Hindman, KY 41 822
RE: Public Notice-Public Service Comniission of Kentucky (Case No. 2009-00423)
East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Commission of Kentucky for a Certificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecoinmunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, aid an equipment shelter located on a tract of land approximately 1 mile northwest of Boniiyman in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500' radius of the proposed tower or within a 200' radius of the proposed access road.
The Commission invites your cornnients regarding the proposed construction. You also have the right to intervene in this matter. The Commission must receive your initial communication within 20 days of the date of this letter as shown above.
Your corninents and request for intervention should be addressed to: Executive Director's Office, Public Service Commission of Kentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence.
Sincerely,
Lynn Haney Staff Accountant
Enclosure 1 EAST IKENTUCIKY NETWORK 101 TECHNOLOGY TRAIL IVEL, ICY 41642 PHONE: (606) 874-7550 FAX: (606) 874-7551 : INFO@EKNCOM
\> .,SITE: W\V\V EIKN COM
VIA: U.S. CERTIFIED MAIL
PUBLIC NOTICE
October 30,2009
Phillip I<. Clemons P.O. Box 2 Bonnyman, KY 4 1719
RE: Public Notice-Public Service Commission of Kentucky (Case No. 2009-00423)
East Kentucky Network, L,LC d/b/a Appalachian Wireless has applied to tlie Public Service Coinmission of Kentucky for a Certificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecoimnunications service in Pei-ry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyrnan in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you inay awn property or reside within a 500’ radius of tlie proposed tower or within a 200’ radius of the proposed access road.
The Commission invites your coininents regarding the proposed construction. You also have the right to intervene in this matter. The Coininission must receive your initial communication within 20 days of the date of this letter as shown above.
Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Coininission of Kentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence.
Sincerely, &c damq- Lynn Haney Staff Accountant
Enclosure 1 EAST KENTUCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, KY 41642 PHONE: (606) 874-7550 FAX: (606) 874-7551 L: INFO@EI(N.COM .>SITE: WWW EKN COM
VIA: U.S. CERTIFIED MAIL
PUBLIC NOTICE
October 30,2009
Kentucky River Properties 250 West Main Ste 1823 Lexington, KY 40507
RE: Public Notice-Public Service Commission of Kentucky (Case No. 2009-00423)
East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Conimission of Kentucky for a Certificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecommunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas exteiiding upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Boniiyinaii in Perry County, Kentucky. A map showing the locatioii of the proposed iiew facility is enclosed. This notice is beiiig sent to you because you may own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road.
The Cominission invites your coininents regarding the proposed coiistruction. You also have the right to intervene in this matter. The Commission must receive your initial coimnunication within 20 days of the date of this letter as shown above.
Your coimnents and request for intervention should be addressed to: Executive Director’s Office, Public Service Commission of Kentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence.
Sincerely,
Lynn Haney Staff Accountant
Enclosure 1 EAST KENTUCKY NETWORK 101 iECHNOlOGY TRAfL IVEL, KY 41642 PHONE: (606) 874-7550 FAX: (606) 874-7551 : INFO@EKN COM
\,\ -ddlTE: WWW El VIA: US. CERTIFIED MAIL PUBLIC NOTICE October 30,2009 Victor Jewel1 P.O. Box 105 Boimymaii, KY 4 17 19 RE: Public Notice-Public Service Coinniissioti of Kentucky (Case No. 2009-00423) East Kentucky Network, L,LC d/b/a Appalachian Wireless has applied to the Public Service Coinriiissioii of Kentucky for a Certificate of Public Convenience and Necessity to coiistruct and operate a new facility to provide cellular telecommunications service in Perry Comity. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 inile northwest of Bonnyman in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you inay own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road. The Commission invites your comments regarding the proposed construction. You also have the riglit to intervene in this matter. The Coinniission must receive your initial coimnunicatian within 20 days of the date of this letter as shown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Coiiiinission of I Sincerely, Lym Haney Staff Accountant Enclosure 1 EAST KENTUCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, I VIA: U.S. CERTIFIED MAIL PUBLIC NOTICE October 30,2009 Steven Holland P.O. Box 665 Bonnyman, K.Y 4 1719 RE: Public Notice-Public Service Commission of Keiitucky (Case No. 2009-00423) East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Commission of Kentucky for a Certificate of Public Conveiiieiice and Necessity to coiistruct and operate a new facility to provide cellular telecommunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyman in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500’ radius of the proposed tower ar within a 200’ radius of the proposed access road. The Coinmission invites your coinmeiits regarding the proposed construction. You also have the riglit to intervene in this matter. The Commission must receive your initial coimnuiiication witliin 20 days of the date of this letter as sliown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Coinmission of Kentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence. Sincerely, Lynn Haney Staff Accountant Enclosure 1 EAST KENTUCI VIA: U.S. CERTIFIED MAIL PUBLIC NOTICE October 30,2009 Hazard Perry Co. Housing P.O. Box 7284 Hazard, ICY 41702 RE: Public Notice-Public Service Coininission of Kentucky (Case No. 2009-00423) East ICentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Cornmission of Kentucky for a Cei-tificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecommunications service in Perry County. The facility will iiiclude a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyman in Pei-ry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road. The Coinmission invites your comments regarding the proposed construction. You also have the right to intervene in this matter. The Commission must receive your initial communication within 20 days of the date of this letter as shown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Coinmission of ICentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence. Sincerely, Lynn Haney Staff Accountant Enclosure 1 EAST KENTUCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, KY 41642 PI-IONE: (606)874-7550 FAX: (606)874-7551 : [email protected] \ olTE: WWW EKN COM VIA: US. CERTIFIED MAIL PUBLIC NOTICE October 30,2009 Ima Jean & Robert Milan Box 7 Bomiyinan, KY 4 17 19 RE: Public Notice-Public Service Commission of Kentucky (Case No. 2009-00423) East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Coinmission of Kentucky for a Certificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecoimnunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached aiiteiiiias extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyman in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road. The Cominission invites your comments regarding the proposed construction. You also have the riglit to intervene in this matter. The Commission must receive your initial communication within 20 days of the date of this letter as shown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Commission of Kentucky, P.O. Box 615, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence. Sincerely, &L- J-LU?.fp Lynn Haney Staff Accountant Enclosure 1 EAST KEIWJCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, KY 41642 PHONE: (606) 874.7550 FAX: (606) 874-7551 I.: INFQ@EKNCOM ATE: QJWW EKN COM VIA: U.S. CERTIFIED MAIL PUBLIC NOTICE October 30,2009 Thomas J. Rt Linda Teague 263 Turner Ave Hazard, ICY 4 170 1 RE: Public Notice-Public Service Coniniission of Kentucky (Case No. 2009-00423) East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Comniission of Kentucky for a Certificate of Public Convenience and Necessity to coiistruct and operate a new facility to provide cellular telecommunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyinan in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road. The Conmission invites your coinrnents regarding the proposed construction. You also have the right to intervene in this matter. The Coinrnissioii must receive your initial communication within 20 days of the date of this letter as shown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Commission of Kentucky, P.O. Box 615, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence. Sincerely, Lynn Haney Staff Accountant Enclosure 1 EAST IKENTUCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, KY 41642 PHONE: (606) 874-7550 FAX: (606) 874-7551 : INFO@EI(N COM ?IfE: WWW EKN COl4 EAST KENTUCKY VIA: U.S. CERTIFIED MAIL PTJRLIC NOTICE October 30,2009 John & Lenora Burgett 290 Sheriff Court Boixiyinan, KY 4 17 19 RE: Public Notice-Public Service Commission of Kentucky (Case No. 2009-00423) East Kentucky Network, LLC d/b/a Appalachian Wireless has applied to the Public Service Cominission of Kentucky for a Certificate of Public Convenience aiid Necessity to construct and operate a new facility to provide cellular telecoinmunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, aiid an equipment shelter located on a tract of land approximately 1 mile northwest of Boimyman in Perry County, Itentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you may own property or reside within a 500’ radius of the proposed tower or within a 200’ radius of the proposed access road. The Commission invites your coininelits regarding the proposed construction. You also have the right to intervene in this matter. The Commission must receive your initial comnunication within 20 days of the date of this letter as shown above. Your comments and request for intervention should be addressed to: Executive Director’s Office, Public Service Coinmission of I Sincerely, Lynn Haney Staff Accountant Enclosure 1 Data use subject to license fl 2004 Top0 USA@ 5 0 DeLorme 0 o 600 1200 iaoo 2400 3000 3600 www.delorme corn MI5 (5 9” W) Data Zoom 13-1 EAST KENTUCKY NETWORK 101 TECHNOLOGY TRAIL IVEL, KY 41642 PHONE: (606) 874-7550 F’ ’ ‘606) 874-7551 I II.IFO@EKN COM YvrrtSITE: WVW EKN COM ST KENTUCKY VIA: U.S. CERTIFIED MAIL October 30,2009 Denny Noble, Judge Executive P.O. Drawer 210 Hazard, ICY 4 1702 RE!,: Public Notice-Public Service Commission of Kentucky (Case No. 2009-00423) East Kentucky Network, LL,C d/b/a Appalachian Wireless has applied to the Public Service Commission of Kentucky for a Certificate of Public Convenience and Necessity to construct and operate a new facility to provide cellular telecominunications service in Perry County. The facility will include a 180 foot self-supporting tower with attached antennas extending upwards, and an equipment shelter located on a tract of land approximately 1 mile northwest of Bonnyinan in Perry County, Kentucky. A map showing the location of the proposed new facility is enclosed. This notice is being sent to you because you are the County Judge Executive of Perry County. The Coinmission invites your coininents regarding the proposed construction. You also have the right to intervene in this matter. The Commission must receive your initial communication within 20 days of the date of this letter as shown above. Your comments and request for interveiltion should be addressed to: Executive Director’s Office, Public Service Coinmission of Kentucky, P.O. Box 61 5, Frankfort, KY 40602. Please refer to Case No. 2009-00423 in your correspondence. Sincerely, c&jM 44mp IJM Haney Staff Accountant Enclasure Data use subject to license 0 2004 DeLorme Top0 USA@ 5 0 0 GOO 1200 1800 2400 3000 3600 1 ~wvw.delormecorn f?IN (5 9" 'N) Data Zoom 13-1 dba Appalachian Wireless 101 Technology Trail Ivel, KY 41642 EAST KENTUCKY Phone: 606-874-7550 Fax: 606-791-2225 NETWORK To: The Hazard Herald From: Lynn t-ianey Attn: Ad Manager Staff Accountant - Fixed Assets Fax: Date: November 3,2009 Re: PUBLIC NOTICE ADVERTISEMENT Pages: 1 (including this cover) Please place the following Public Notice Advertisement in the Hazard Herald for the next two weeks. PUBLIC NOTICE: RE: Public Service Commission of Kentucky (CASE NO 2009-00423) Public Notice is hereby given that East Kentucky Network, LLC, dba Appalachian Wireless has applied to the Kentucky Public Service Commission to construct a cellular telecommunications tower on a tract of land located approximately 1 mile NW of Bonnyman in Perry County, Kentucky. The proposed tower will be a 180 foot self-supporting tower with attached antennas. If you would like to respond to this notice, please contact the Executive Director, Public Service Commission, 21 1 Sower Boulevard, PO Box 615, Frankfort, Kentucky 40602. Please refer to Case No. 2009-00423. If you have any questions about the placement of the above mentioned notice, please call me at 606-791-2375, ext. 1007. Thank you, Lynn Haney Staff Accountant - Fixed Assets If you have any problems with this fax, please call 606-791-2375, ext 1007. The message above and the information contained in the documents transmitted are confidential and intended anly for the person(s) named above. Dissemination, distribution or copying of this communication by anyone ather than the persan(s) named above is prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original message to us at the address listed above via regular mail. Thank you. Page 1 of 2 Lynn Haney ___" _ll,__.__,. ~ *_I...,__.._1..." "....__,_I_... ". ." _..... ~ From: Jenny Jones [[email protected]] Sent: Tuesday, November 03, 2009 252 PM To: Lynn Haney Subject: Re: Public Notice Advertisement Importance: High Hello, I did receive the attached ad. I have the ad scheduled to run on Nov. 1 1 and Nov. 18. If you need any more information please let me know. Thanks, Jenny Jones heraldclass@,windstreain.net Hazard Herald/Shopper Stopper Classified/Circulatioii Manager 439 High Street P.O. Box 869 Hazard, Kentucky 4 170 1 Phone (606) 436-5771 Fax (606) 436-3 140 On Nov 3,2009, at 12:52 PM, Lynn Haney wrote: Please place the attached public notice advertisement in the Hazard Herald for the next two weeks. Please email me confirmation of the dates that the ad will run. The invoice can be sent to: East Kentucky Network, LLC Attn: Accounts Payable 101 Technology Trail Ivel, KY 41642 Feel free to contact me with any questions Thank you, Lynn Haney Staff Accountant-Fixed Assets East Kentucky Network, LLC dba Appalachian Wireless 11/3/2009 Page 2 of 2 (606) 791-2375 ext. 1007 (606) 791-2225 (fax) 11/3/2009 WENDELL R. HOLMES, P.G. PO Box 82 Myra, KY 41549 (606) 438-7250 October 26, 2009 Bonnyman Tower Site Purpose : A site assessment was conducted for Appalachian Wireless on a tract of land located in Perry County near Hazard, Kentucky. The site of the proposed tower is now forestland. The purpose of this investigation was to determine the depth to bedrock and of what type of rock the bedrock consists. Site Investigation: The outcrop method was used to determine the type of bedrock material at the proposed tower site. It is approximately 1.50 feet to the sandstone bedrock. (See attached page for descriptions of materials encountered.) The terrain in Perry County is moderately to very steep. The tower site is located on a ridgeline between Lower Second Creek and First Creek, both ------__ - - being tributaries of-the-Ken~uc~y-Rive~,-approximately-seven..tenths-of_a.mile... - __ - northwest of Clemons in Perry County. The sandstone formation below the tower site is approximately 35.00 feet thick, based on the information obtained from the site investigation and geological maps of the area. Conclusions : The proposed tower site is located on a ridge in the area. The sandstone bedrock on the proposed tower site is part of the Breathitt Formation, and is middle to lower Pennsylvanian in age. Tests were not conducted to determine the load-bearing strength of the bedrock. However, it is apparent that the tower will be constructed on the sandstone bedrock formation, The field work for this site was performed by Wendell R. Holmes, using generally accepted methods in the practice of geological science. WENDELL R. HOLMES, P.G. P.O. Box 82 Myra, Ky. 41549 (606)438-7250 Geologist Log Location: Bonnyman Tower Site Unit Total Strata Description depth Th ic kness-. .- 1.50' 1.50' Soil Yellow and Brown, with Sandstone Fragments 36.50' Sandstone Brown, gray and r Weathered r - 180' 2 ROWS OVER 3 FACES & 1 LINE AROUND EACH 60' 40' PLAN VIEW --. --. 20' PLAN VIEW REF.: 1) (6) FEEDLINES 2) (1) FEEDLINES 3) STEP BOLTS 100' - m ...... -- Y "Lo -i;o -i "i NNolNN 0 30' i ?I.? '9 u! u? Q? AI 2 .. 30' 40' 20' -0' .Ann Md-Lo I: MIS DRAWING IS ME PROPER7 KD IN ANYWAY WITHOUT PRIOR V - ,,6-, i i \ '\ '\ LI 0 W 3i /' =? /I cj vi i d U5KWoi 4 SCALE PROPRIETARY STATEMENT: (IS DRAWlNG IS THE PROPERTY OF AUSTATE TOWER CO. IT IS NOT T BE REPRODUCED OR COP10 IN ANYWAY WTHOUT PRIOR WRITTEN CONSENT OF AUSTAlE TOWER ( N.7.S. CUSTOMER APPALACHll .I WIRELESS ORAWN By: W.MILLER P.O. BOX 25 -DATE 10/03/2009 ~ESCRIPTION:PAD & PIER FOUNDATION DESIGN HENDERSON, KY 42419 KL MUENWNS kEv: PHONE (270) 830,-8512 ClRE *1/16' CATlO Lu ANWMU jlrr:--- N: PERRY COUNTY-RN" DATE 11 /02/2009 FAX: (270) 830-8475 ME fl/Z UNLm 308 NO SHEEl OMERnSE NOTED BONNYMAN APPROX. WEIGHT RENAME: N /A S.S.T. DESIGN DRAWNG 27648F B Federal Aviation Administration Aeronautical Study No. Air Traffic Airspace Branch, ASW-520 2009-ASO-974-OE 2601 Meacham Blvd. Fort Worth, TX 76137-0520 Issued Date: 0347/2009 Ali Kuzehkanani East Kentucky Network, LLC 1650 Tysons Boulevard, Suite 1500 McLean, VA 22102 ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Tower Bonnyman Location: Bonnyman, KY Latitude: 37-18-08.00N NAD 83 Longitude: 83-14-3 1.80W Heights: 3 15 feet above ground level (AGL) I 8 10 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does exceed obstruction standards but would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: As a condition to this Determination, the structure is marked andor lighted in accordance with FAA Advisory circular 70/7460-1 K Change 2, Obstruction Marking and Lighting, a med-dual system - Chapters 4,8(M-Dual),& 12. It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be completed and returned to this office any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part I) X Within 5 days after the construction reaches its greatest height (7460-2, Part 11) This determination expires on 09/17/2010 unless: (a) extended, revised or terminated by the issuing office. (b) the construction is subject to the licensing authority of the Federal CommunicationsCommission (FCC) and an application for a construction permit has been filed, as required by the FCC, within 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE POSTMARKED OR DELIVERED TO THIS OFFICE AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. Page 1 of 5 This determination is based, in part, on the foregoing description which includes specific coordinates , heights, frequency(ies) and power . Any changes in coordinates , heights, and frequencies or use of greater power will void this determination. Any future construction or alteration , including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. A copy of this determination will be forwarded to the Federal Communications Commission if the structure is subject to their licensing authority. If we can be of further assistance, please contact our office at (847) 294-7458. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2009-ASO-974-OE. Signature Control No: 621107-108695620 Fred Souchet Specialist Attachment(s) Frequency Data Map(@ Page 2 of 5 Frequency Data for ASN 2009-ASO-974-OE LOW HIGH FmQUENCY ERP FREQUENCY FREQUENCY UNIT ERP UNIT 806 824 MHz so0 w 824 849 MHZ 500 W 85 1 866 MHz 500 w 869 894 MHz 500 w 896 90 1 MHz 500 w 90 1 902 MHZ 7 w 930 93 1 MHz 3500 W 93 1 932 MHz 3500 w 932 932.5 MHz 17 dBW 935 940 MHz 1000 W 940 94 1 MHz 3500 w 1850 1910 MHz 1640 W 1930 1990 MHz 1640 w 2305 2310 MHz 2000 W 2345 2360 MHz 2000 w Page 3 of 5 TOP0 .Map for .4SN 2009-ASO-974-0E Page 4 015 Sectional Map for ASN 2009-ASO-974-OE Pagc 5 01 5 KENTUCKY AtRPORT ZONING COWIMISSIBN Steven Beshear 90 Airport Road, Bldg 400 Governor FRANKFORT, KY www.transportation.ky.gov/aviation 502 584-4480 July 9,2009 APPROVAL OF APPLICATION APPLICANT: East Kentucky Network, LLC; East Kentucky Network, LLC. c/o Lultas, Nace, Gutiei-rez & Sachs, Chtdl1650 Tysons Blvd, Suite 1500 Mc Lean, VA 22102 SUBJECT: ASG997-1<20-2009-147 STRIJCTURE: Antenna Tower LOCATION: Bannyman, KY COORDINATES: 37" 18'8,0"N/83" 14'31.8" W HEIGHT 258' AGLA 753'AMSL The Kentucky Airport Zoning Commission has approved your application for a pennit to construct 258'AGL/ 1753'AMSL Antenna Tower near Bonnyman, KY 370 18' 8.0" N / 83O 14' 3 1.8" W. This permit is valid for a period of 18 Month(s) from its date of issuance. If construction is not completed within said 18-Month period, this permit shall lapse and be void, and no work shall be perfoimed without the issuance of a new pennit. A copy of the approved application is enclosed for your files. M-Dual Obstruction Lighting is required. Ad mi nistrator An Equal Opportunity Ernplayer M/F/D EAST KENTUCKY NETWORK, LLC DBA APPALACHIAN WIRELESS FINANCIAL REPORT December 31,2008 CONTENTS Page INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS 1 FINANCIAL STATEMENTS Balance sheets 2 Statements of income 3 Statements of members’ equity 4 Statements of cash flows 5-6 Notes to financial statements 7-14 INDEPENDENT AUDITOR’S REPORT ON THE S‘IJPPLEMENTARY INFORMATION 15 STJPPLEMENTARY INFORMATION Statement of income detail 16 and 17 Certified Public Accotm &ids INDEPENDENT AUDITOR’S REPORT To the Members East Kentucky Network, LLC dba Appalachian Wireless Ivel, Kentucky We have audited the accompanying balance sheets of East Kentucky Network, LLC, dba Appalachian Wireless as of December 3 1, 2008 and 2007 and the related statements of income, members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also iricludes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of East Kentucky Network, LLC, dba Appalachian Wireless as of December 3 1, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Louisville, Kentucky March 6,2009 642 South Founh Avenue, Suite 300 Louisville, Kentucky 40202-9975 (502) 583-024X.FAX (502) 589-1680 Mcmher: Americtn Institute of Cerlilied Puhlic Accounlanls -1- Rcntucky Socicly or Ccrtilicd I’uhlic Accountnnls EAST KENTUCKY NETWORK, LLC DBA APPALACHIAN WIRELESS BALANCE SHEETS December 31,2008 and 2007 ASSETS 2008 2007 CURRENT ASSETS Cash and cash equivalents $ 5,078,319 $ 1,751,689 Short-term investments 166,846 127,015 Accounts receivable, less allowance for doubtful accounts of $1,054,283 in 2008 and $803,092 in 2007 4,359,740 3,541,622 Accounts receivable, members (Notes 5 and 6) 88,078 79,803 Inventory 3,053,445 2,979,257 Prepaid expenses 41 1,948 43 1,859 Total current assets $ 13,158,376 $ 8,911,245 PROPERTY, PLANT AND EQUIPMENT (Note 3) Plant in service: General support $ 25,370,575 $ 22,417,029 MTSO equipment 20,505,774 15,068,558 Cell equipment 55,340,782 45,543,309 Paging equipment 3,321,068 3~21,068 Fiber ring 7,429,057 6,606,546 Unfinished plant 1,960,503 1,825,466 $113,927,759 $ 94,781,976 Less accumulated depreciation 48.072.427 40,355,585 $ 65,855,332 $ 54.426.391 OTHER ASSETS Investment in affiliated company, RTFC $ 112,712 $ 112,653 Intangible assets, net of accumulated amortization of $3,697,725 in 2008 and $3,122,139 in 2007 (Note 2) 5,255,760 4,242,306 Other 25,403 26,43 1 $ 5,393,875 $ 4,381,390 $ 84,407,583 $ 67,719,026 The Notes to Financial Statements are an integral part of these statements. -2- LIABILITIES AND MEMBERS EQUITY 2008 2007 CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3,852,381 $ 1,400,000 Accounts payable 1,772,238 938,193 Capital distributions payable -- 6 15,383 Accounts payable, member (Notes 5 and 6) 49,579 45,267 Accrued expenses 1,208,138 1,123,649 Customer deposits 600,872 453,470 Total current liabilities $ 7,483,208 $ 4,575,962 LONG-TERM DEBT, less current maturities (Note 3) $ 16,388,735 $ 12,350,000 INTEREST RATE SWAPS (Note 8) $ 2,067,821 $ 572,632 MEMBERS' EQUITY Members' capital accounts $ 60,535,640 $ 50,793,064 Accumulated other comprehensive (loss) (2,06732 1) (572,632) $ 58,467,819 $ 50,220,432 $ 84,407,583 $ 67,719,026 EAST KENTUCKY NETWORK, LLC DBA APPALACHIAN WIRELESS STATEMENTS OF INCOME Years Ended December 31,2008 and 2007 2008 2007 REVENUE Retail $ 35,590,860 $ 29,480,700 Roamer 12,592,115 9,239,822 Long distance 214,296 196,787 Paging 566,677 684,064 Equipment sales, cellular 2,248,939 3,006,173 Equipment sales, paging 35,777 33,862 Other 7,9 16,897 4,5 13,769 Total revenue $ 59,165,561 $ 47,155,177 EXPENSES Cost of cellular service $ 12,861,903 $ 9,010,171 Cost of paging service 332,386 309,524 Cost of equipment sales, cellular 11,656,367 9,978,249 Cost of equipment sales, paging 56,705 59,307 Customer service 1,313,033 1,424,197 Billing 1,383,121 1,086,540 Selling 3,73 1,205 2,760,702 Maintenance 1,838,940 1,597,342 Utilities 71 1,446 562,455 Bad debts 802,158 1,165,669 Cell site rental 237,540 175,720 Taxes and licenses 965,327 873,366 Advertising 2,968,190 1,774,3 17 General and administrative 3,106,380 2,635,470 Occupancy 403,800 353,64 1 Depreciation 7,703,016 6,987,459 Amortization 670,464 528,232 Total expenses $ 50,741,981 $ 41,282,361 Income from operations $ 8,423,580 $ 5,872,816 OTHER INCOME (EXPENSE) Interest income $ 56,023 $ 42,847 Interest expense (1,242,505) (885,156) Universal Service Fund income (Note 7) 6,680,698 4,9 10,497 $ 5,494,216 $ 4,068,188 Net income $ 13,917.796 $ 9.941.004 The Notes to Financial Statements are an integral part of these statements. -3 - EAST KENTIJCKY NETWORK, LLC DBA APPALACHIAN WIRELESS STATEMENTS OF MEMBERS' EQUITY Years Ended December 31,2008 and 2007 Peoples Rural Telephone Gearhart Mountain Coop- Communi- Tele- Thacker- erative Cellular cations communi- Grigsby COT- Services, Company, cations, Telephone oration, Inc. Inc. Inc. Co., Inc. Inc. Total Balance, January 1,2007 $ 8,667,881 $ 8,667,881 $ 8,667,881 $ 8,667,880 $ 8,667,880 $43,339,403 Comprehensive income: Net income 1,988,201 1,988,201 1,988,200 1,988,201 1,988,201 9,941,004 Change in fair value of interest rate swaps (78,861) (78,86 1) (78,862) (78,861) (78,861) (394,306) Total comprehensive income $ 1,909,340 $ 1,909,340 $ 1,909,338 $ 1,909,340 $ 1,909,340 $ 9,546,698 Capital distributions (533,134) (533,134) (533,133) (53 3,134) (533,134) (2,665,669) Balance, December 3 1,2007 $10,044,087 $10,044,087 $10,044,086 $10,044,086 $10,044,086 $50,220,432 Comprehensive income: Net income 2,783,559 2,783,559 2,783,559 2,783,560 2,783,559 13,917,796 Change in fair value of interest rate swaps (299,038) (299,038) (299,038) (299,038) (299,037) (1,495,189) Total comprehensive income $ 2,484,521 $ 2,484,521 $ 2,484,521 $ 2,484,522 $ 2,484,522 $12,422,607 Capital distributions (835,044) (835,044) (835,044) (835,044) (835,044) (4,175,220) Balance, December 3 1,2008 $11.693.564 $11,693.564 $11,693.563 $11,693,564 $11.693.564 $58.467,819 The Notes to Financial Statements are an integral part of these statements. -4- EAST KENTUCKY NETWORK, LLC DRA APPALACHIAN WIRELESS STATEMENTS OF CASH FLOWS Years Ended December 31,2008 and 2007 2008 2007 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 13,917,796 $ 9,941,004 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 7,703,016 6,987,459 Amortization 670,464 528,232 Changes in assets and liabilities, net of the effects of investing and financing activities: (Increase) in accounts receivable (818,118) (738,949) (Increase) in accounts receivable, members (8,275) (42,19 1) (Increase) in inventory (74,188) (1,395,218) (Increase) decrease in prepaid expenses 19,911 (358,202) Decrease in other assets 969 750,860 Increase (decrease) in accounts payable 834,045 (183,899) Increase (decrease) in accounts payable, member 4,312 (2,449) Increase (decrease) in accrued expenses 84,489 (1,222,038) Increase in customer deposits 147,402 135,867 Net cash provided by operating activities $ 22,481,823 $ 14,400,476 CASH FLOWS FROM INVESTTNG ACTIVITIES Purchase of property, plant and equipment $ (19,165,600) $ (12,765,603) Purchase of intangible assets (1,650,275) (120,500) Proceeds from sale of short-term investments (39,83 1) (80,744) Net cash (used in) investing activities $ (20,855,706) $ (12,966,847) CASH FLOWS FROM FINANCING ACTIVITIES Capital distributions $ (4,790,603) $ (2,050,286) Proceeds from long-term borrowings 8,250,000 1,000,000 Payments on long-term borrowings (1,758,884) (1,450,000) Net cash provided by (used in) financing activities $ 1,700,513 $ (2,500,286) Net increase (decrease) in cash and cash equivalents $ 3,326,630 $ (1,066,657) Cash and cash equivalents: Beginning 1,75 1,689 2,818,346 Ending $ 5.078.319 $ 1,751.689 The Notes to Financial Statements are an integral part of these statements. -5- EAST KIENTUCKY NETWORK, LLC DBA APPALACHIAN WIRELESS STATEMENTS OF CASH FLOWS (Continued) Years Ended December 31,2008 and 2007 2008 2007 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest $ 1.178.953 $ 885,156 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Capital distributions declared $ -- $ 615.383 The Notes to Financial Statements are an integral part of these statements. -6- EAST KENTUCKY NETWORK, LLC DRA APPALACHIAN WIRELESS NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Nature of operations East Kentucky Network, LLC, dba Appalachian Wireless, is a Kentucky limited liability company formed by the merger of Appalachian Cellular, LLC, Mountaineer Cellular, LLC and East Kentucky Network, LLC on January 1, 2000. The Company is engaged in cellular telephone communications and paging services to residential and commercial customers located in eastern Kentucky. The Company’s five members consist of Cellular Services, Inc.; Gearheart Communications Company, Inc.; Mountain Telecommunications, Inc.; Peoples Rural Telephone Cooperative Corporation, Inc.; and Thacker-Grigsby Telephone Co., Inc. Cash The Company maintains its cash balances, which may exceed the federally insured limit, with several financial institutions. These financial institutions have strong credit ratings and management believes that credit risk related to the accounts is minimal. Cash equivalents For purposes of the statement of cash flows, the Company considers temporary investments having a maturity of three months or less to be cash equivalents. Short-term investments Certificates of deposit having original maturities between three and nine months are classified as short-term investments, are carried at cost, which approximates fair value, and are held to maturity. Fair value is determined by quoted prices for similar certificates of deposit in active markets. Inventory Inventory is composed of cellular telephone equipment, paging equipment, and accessories purchased for resale during the ordinary course of business. The inventory is valued at the lower of cost or market, cost being determined by the first-in, first-out (FIFO) method. Property, plant and equipment Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Investment The investment in affiliated company is composed of equity certificates in Rural Telephone Finance Cooperative and is reported at cost, which approximates fair value. -7- NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies (Continued) Intangible assets The customer lists, non-compete agreements, FCC licenses, bond issuance costs, loan fees and use of name are recorded at cost and are being amortized over the life of the asset by the straight-line method. Recognition of revenue Cellular service and paging revenues are recognized when earned. Monthly access and feature charges are billed one month in advance and recognized as revenue the following month. Revenue from telephone and accessories sold are recognized as revenue upon delivery to the customer. Advertising Advertising costs are expensed as incurred. At December 31, 2008 and 2007, these costs were $2,968,190 and $1,774,317, respectively. Income taxes Under existing provisions of the Internal Revenue Code, the income or loss of a limited liability company is recognized by the members for income tax purposes. Accordingly, no provision for federal income taxes has been provided for in the accompanying financial statements. The Company adopted the provisions of FASB Interpretation No. 48, Accounting far Uncertainty in Income Taxes, on January 1, 2008. The Company had no prior unrecognized tax benefits as a result of the implementation of Interpretation 48. There are no tax positions for which the ultimate deductibility is highly uncertain included in the balance sheet at December 31,2008. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 3 1, 2008 and 2007 the Company did not recognize any interest or penalties. Use of estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Comprehensive income Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes the change in fair value of interest rate swaps which is also recognized as a separate component of equity. -8- NOTES TO FINANCIAL, STATEMENTS Note 1. Summary of Significant Accounting Policies (Continued) Reclassification Certain amounts presented in the prior period have been restated to conform with the current year presentation. Note 2. Intangible Assets Intangible assets consist of the following at December 3 1,2008: Gross Accumulated Amount Amortization Customer lists $ 5,363,530 $ (2,868,565) Non-compete agreements 220,348 (1 50,977) FCC licenses 2,452,368 (544,730) Use of name 10,000 (5,669) Other 907.239 (127,784) $ 8,953,485 $ (3,697,725) Intangible assets consist of the following at December 3 1,2007: Gross Accumulated Amount Amortization Customer lists $ 5,363,530 $ (2,510,268) Non-compete agreements 220,348 (136,257) FCC licenses 1,262,093 (399,017) Use of name 10,000 (5,001) Other 508,474 (71,596) $ 7,364,445 $ (3,122,139) -9- NOTES TO FINANCIAL STATEMENTS Note 2. Intangible Assets (Continued) Aggregate amortization expense related to these intangible assets for the years ended December 3 1, 2008 and 2007 totaled $575,586 and $475,226, respectively. The following represents the total estimated amortization of intangible assets for each of the succeeding five years: Year ending December 3 1: 2009 $ 625,000 2010 625,000 201 1 625,000 2012 625,000 2013 625,000 Note 3. Long-Term Debt Long-term debt consists of the following at December 3 1 : 2008 2007 Note payable, Fifth Third Bank (a) $ 11,600,000 $ 13,000,000 Line of credit, Fifth Third Bank (b) -- 750,000 Note payable, Fifth Third Bank (c) 8,641,116 --- $20,241,116 $ 13,750,000 (a) On February 28, 2006, the Company issued $14,200,000 in adjustable rate notes to restructure its debt. The notes were issued pursuant to a trust indenture between the Company and U.S. Bank National Association. Principal and interest on the notes are paid from &nds drawn by the Trustee under an irrevocable letter of credit issued by Fifth Third Bank. The Notes are collateralized by the assets of the Company and mature on February 1,2016. The Notes bear interest at a floating interest rate as determined by U.S. Bank National Association (4.60% at 12/31/08). However, the Company entered into an interest rate swap contract (original notional amount of $14,200,000) that effectively converts its floating-rate debt into a fixed-rate of 5.32% (see Note 8). The note is payable in 10 annual installments of $1,200,000 for 2007, $1,400,000 for 2008 through 2012, and $1,500,000 for 2013 through 2016, with a variable interest rate. On February 2, 2009, the Company refinanced the remaining $10,200,000 of the note with a new note payable that matures November 1, 2013, and renegotiated the terrns of the interest rate swap contract. (b) The line of credit agreement with Fifth Third Bank provides for borrowing up to $2,000,000. The agreement carries a variable interest rate (4.90% at 12/31/08), is secured by the assets of the Company, and is due September 1,2010. - 10- NOTES TO FINANCIAL STATEMENTS Note 3. Long-Term Debt (Continued) (c) On September 1, 2008, the Company borrowed $9,000,000 to restructure existing debt, purchase new equipment and upgrade existing equipment. The note is collateralized by the assets of the Company. Interest on the note is floating at monthly LIBOR plus 3.00% as determined by Fifth Third Securities, Inc (4.90% at 12/31/08). The Company also entered into an interest rate swap contract (original notional amount of $9,000,000) that effectively converts its floating-rate debt into a fixed rate of 7.20% (see Note 8). The note is payable in monthly installments of $107,143 plus interest with a balloon payment due on September 1,2013. Under terms of the Notes, the Company has also agreed, among other things, to maintain minimum debt service coverage and minimum debt to tangible worth ratios. Approximate maturities or payments required on principal under note payable agreements for each of the succeeding five years are as follows: Year ending December 3 1: 2009 $ 3,852,381 2010 2,685,7 14 201 1 2,685,714 2012 2,769,048 2013 8,248,258 Note 4. Retirement Plans The Company has a 40 1(k) plan for qualifying employees who have reached twenty-one years of age. Eligible employees are allowed to invest up to 15% of their compensation and the Company has agreed to match 100% of the first 3% of the employees' contribution and 50% of the employees' contribution between 3% and 5%. The Company contributed $1 12,235 and $81,606 matching funds for its 401(k) pIan during the years ended December 31, 2008 and 2007, respectively. The Company also offers an employer sponsored retirement savings plan for qualified employees who have reached twenty-one years of age. The Company has agreed to contribute 9% of the eligible employee's compensation, plus an additional 5% of the original contribution. The Company contributed $371,105 and $355,059 to its retirement savings plan during the years ended December 3 1,2008 and 2007, respectively. Note 5. Related Party Transactions The Company shares personnel with four of its members. The Company paid $157,825 and $137,799 for shared personnel during the years ended December 31, 2008 and 2007, respectively. The Company also leased offices and warehouse space from three members. The leases are for an unspecified length of time. The annual lease expense related to these leases was $20,301 and $18,642 during the years ended December 31, 2008 and 2007, respectively. - 11 - NOTES TO FINANCIAL STATEMENTS Note 5. Related Party Transactions (Continued) The Company incurred interconnection, telephone, cable and internet access charges from its members aggregating $1,047,239 and $892,626 for the years ended December 31, 2008 and 2007, respectively. The Company leases two cellular tower sites from the officers and majority shareholders of a member. The annual lease expense related to these leases was $2,400 for the years ended December 31, 2008 and 2007. The leases are for an unspecified length of time. The Company also pays part of an annual lease for sharing a tower with a member for an annual fee of $450. In addition, the Company leases one other site from a company owned by a member for an annual fee of $3,600. The Company leases cellular tower sites from the parent company of one of its other members. The annual lease expense related to these leases was $12,463 for the years ended December 3 1,2008 and 2007. The leases are for five years with options to renew. The Company pays commissions to two of its members for phone sales to customers. The amount of commissions paid to related parties during the years ended December 3 1, 2008 and 2007 was $5 1,872 and $43,644, respectively. The Company pays fees to companies owned by its members for advertisement in telephone directories, television and on local billboards. The amount of advertising paid to related parties was $98,276 and $18,885 for the years ended December 31, 2008 and 2007, respectively. Note 6. Operating Leases The Company has entered into operating leases with its members and other customers to provide fiber optic transmission capacity and ancillary services. The terms of these leases are for 15 years. Total rental income earned fiom these operating lease commitments included in the statements of income was $1,612,227 and $1,267,544 for the years ended December 31, 2008 and 2007, respectively. Rental income earned from the Company’s members from these leases was $780,931 and $607,789 for the years ended December 31, 2008 and 2007, respectively. Investments in operating leases are as follows at December 3 1: Fiber ring $ 7,429,057 $ 6,606,546 Accumulated depreciation (2,143,096) ( 1,687,693) $ 5,285,961 $ 4,918,853 The future minimum rental payments expected to be received under these lease agreements for each of the succeeding five years are approximately $1,500,000 each year. - 12- NOTES TO FINANCIAL STATEMENTS Note 6. Operating Leases (Continued) The Company has also entered into lease agreements to obtain fiber optic transmission and digital microwave transmission services; and to rent retail office facilities. The terms of these leases are between 5 and 15 years. Total rental expense incurred from these operating lease commitments included in the statements of income was $805,277 and $646,474 for the years ended December 3 1, 2008 and 2007, respectively. Rental expense incurred from the Company’s members from these leases was $291,461 and $188,539 for the years ended December 3 1, 2008 and 2007, respectively. The future minimum lease payments required under these lease agreements for each of the succeeding five years are $800,000 each year. Note 7. Eligible Telecommunication Carrier During 200S, the Company was granted Eligible Telecommuniation Carrier (ETC) status by the Kentucky Public Service Commission. As an ETC, the Company receives funding from the federal Universal Service Fund (USF) to support the high cost of providing local telephone service in rural areas. USF payments amounted to $6,680,698 and $4,9 10,497 for 2008 and 2007, respectively. Note 8. Derivative Financial Instruments, Interest Rate Swaps The Company entered into two interest rate swap contracts with Fifth Third Bank for the purpose of converting floating-rate interest on its long-term debt to fixed rates. The interest rate swap effectively fixed $14,200,000 at a rate of 5.32% until February 1, 2016 and fixed $9,000,000 at a rate of 7.20% until September 1,2013. Under the swap contracts, the Company pays interest at 5.32% and 4.20% on the notional amounts and receives interest at LIBOR observed weekly (1.075% at December 3 1,2008) and LIBOR observed monthly (1.90% at December 3 1, 2008), respectively. The interest rate swaps qualify as, and are designated as, cash flow hedges. The swaps are designed to hedge the risk of changes in interest payments on the notes caused by changes in LIBOR. The notional amounts do not represent actual amounts exchanged by the parties, but instead represent the amounts on which the contracts are based. The swaps were issued at market terms so that they had no fair value or carrying value at their inception. The carrying amount of the swaps has been adjusted to their fair value at the end of the year, which because of changes in forecasted levels of LIBOR, resulted in reporting a liability for the fair value of the hture net payments forecasted under the swaps. The swap contracts permit settlement prior to maturity only through termination by the Company. The settlement amounts are determined based on forecasted changes in interest rates required under fixed and variable legs of the swaps. The Company believes the settlement amounts are the best representation of the fair value of the swaps and has adjusted their carrying amounts to the settlement amounts at the end of the year. -13- NOTES TO FINANCIAL STATEMENTS Note 8. Derivative Financial Instruments, Interest Rate Swaps (Continued) The carrying amounts of the swaps are classified as noncurrent since management does not intend to terminate the swaps during 2009. Since the critical terms of the swaps and the notes are approximately the same, the swaps are assumed to be effective as hedges, and none of the changes in fair values are included in income. Accordingly, all of the adjustment of the swaps’ carrying mount is reported as other comprehensive income or loss in the accompanying statements of members’ equity. If the swaps are terminated early, the corresponding carrying amount would be reclassified into earnings. The Company does not hold or issue interest rate swaps or other financial instruments for trading purposes. - 14- INDEPENDENT AUDITOR'S REPORT ON THE SUPPLEMENTARY INFORMATION To the Members East Kentucky Network, LLC dba Appalachian Wireless Prestonsburg, Kentucky 41653 Our audit was made for the purpose of forming an opinion on the basic financial statements for the year ended December 3 1, 2008 and 2007, taken as a whole. The supplementary information shown on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplementary information for the year ended December 3 1, 2008 and 2007, has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Louisville, Kentucky March 6,2009 642 South Fourth Avenue, Suite 300 Louisville. Kentucky 40202-9975 (502) 583-0248 FAX (502) 589-1680 Mcrnhcr: American Institute of frnilied Puhlic Accountants -15- Kcntucky Socicly or Ccnificd I'uhlic Accountunts EAST KENTUCKY NETWORK, LLC DRA APPALACHIAN WIRELESS STATEMENTS OF INCOME DETAIL Year Ended December 3 1,2008 RSA #9 RSA #IO Fiber Appalachian Mountaineer Ring PCS Totals REVENUE Retail $21,677,148 $ 13,716,884 $ -- $ 196,828 $35,590,860 Roamer 9,424,434 3,125,657 -_ 42,024 12,592,115 Long distance 131,994 81,285 -_ 1,017 214,296 Paging 259,547 307,130 -- -- 566,677 Equipment sales, cellular 1,492,348 689,288 -- 67,303 2,248,939 Equipment sales, paging 20,869 14,908 -- -- 35,777 Other 3,903,116 2,387,648 1,559,075 67,058 7,916,897 Total revenue $36,909,456 -~$ 20,322,800 $ 1,559,075 $ 374,230 $59,165,56 1 EXPENSES Cost of cellular service !$ 7,464,380 $ 5,305,238 $ -- $ 92,285 $12,861,903 Cost of paging service 148,346 184,040 -_ -- 33 2,3 86 Cost of equipment sales, cellular 6,730,198 4,590,695 -- 335,474 11,656,367 Cost of equipment sales, paging 24,309 32,396 -- -- 56,705 Customer service 8 13,941 496,602 -- 2,490 1,3 13,033 Billing 873,600 505,623 -- 3,898 1,3 83,12 1 Selling 2,134,116 1,595,634 -- 1,455 3,73 1,205 Maintenance 1035157 697,495 39,468 66,820 1,838,940 Utilities 391910 254,462 43,330 2 1,744 71 1,446 Bad debts 49 I883 302,032 _- 8,243 802,158 Cell site rental 133,339 88,571 400 15,230 237,540 Taxes and licenses 576,748 250,3 17 12 1,722 16,540 965,327 Advertising 2,084,232 77 1,388 -- 112,570 2,968,190 General and administrative 1,802,346 1,056,315 226,927 20,792 3,106,380 Occupancy 102,054 80,815 208,497 12,434 403,800 Depreciation 3,939,105 2,891,653 725,234 147,024 7,703,O 16 Amortization 21 1,208 407,992 22,151 -~29,113 670,464 Total expenses $28,956,872 $ 19,511,268 $ 1,387,729 --$ 886,112 $50,741,98 1 Income from operations $ 7,952,584 $ 811,532 $ 171,346 S (511,882) $ 8,423,580 OTHER INCOME (EXPENSE) Interest income $ 21,154 $ 31,375 $ 3,331 $ 16.3 $ 56,023 Interest expense (783,129) (455,419) -_ (3,957) (1,242,505) Universal Service Fund income 3,340,349 3,340,349 -_ -- 6,680,698 $ 2,578,374 $ 2,916,305 $ 3,331 $ (3,794) $ 5,494,216 Net income (loss) $10,530,958 $ 3,727,837 $ 174,677 $ (515,676) $13,917,796 - 16- Year Ended December 3 1,2007 RSA #9 RSA #10 Fiber Appalachian Mountaineer Ring PCS Totals $17,642,270 $1 1,838,430 $ -- $ -- $29,480,700 6,669,355 2,570,467 -- -- 9,239,822 124,057 72,730 _- -- 196,787 3 1 1,459 372,605 -- -- 684,064 1,858,283 I, 147,890 _- -- 3,006,173 22,375 11,487 _- -- 33,862 1,918,184 1,393,323 1,202,262 -- 4,5 13,769 ~~ $28,545,983 $17,406,932 $ 1,202,262 $ -- $47,155,177 $ 5,269,638 $ 3,740,533 $ 9,010,171 144,051 165,473 309,524 6,159,530 3,818,719 9,978,249 32,491 26,816 59,307 854,848 569,349 1,424,197 64 6, 6 0 9 439,93 1 1,086,540 1,488,778 1,27 1,924 -_ 2,760,702 947,194 605,128 41,911 3,109 1,597,342 3 17,027 21 1,787 33,641 562,455 679,376 486,293 1,165,669 110,010 63,542 2,168 175,720 460,230 354,586 58,550 873,366 1,349,040 425,277 1,774,317 1,470,148 957,527 207,795 2,635,470 92,800 76,970 183,871 3 5 3,64 1 3,606,890 2,433,512 944,763 2,294 6,987,459 138,707 375.631 11,515 2,379 --528,232 $23,767,361 $16,022,998 $ 1,484,214 $ 7,782 $41,282,361 $ 4,778,616 $ 1,383,934 $ (281,952) $ (7,782) $ 5,872,816 $ 4,769 $ 34,195 $ 3,883 $ -- $ 42,847 (53 1,490) (353,666) -- -_ (885,156) 2,683,838 2,226,659 -- -- -_ 4,9 10,497 $ 2,157,117 $ 1,907,188 $ 3,883 S; - - $ 4,068,188 $ 6,935,733 $ 3,291,122 $ (278,069) $ (7,782) $ 9,941,004 EAST JiENTUCKY NETWORK, LLC DBA APPALACHLAN WIRELESS STATEMENTS OF INCOME DETAIL (Continued) Year Ended December 3 1,2008 RSA#9 RSA#10 Fiber Appalachian Mountaineer _" Ring PCS Totals COST OF CELLULAR SERVICE Roamer pass through charges $ 4,949,474 $ 3,595,547 $ - - $ 77,604 $ 8,622,625 SCB interconnection 237,395 144,905 -- 532 382,832 Local charges 2,401,115 1,387,166 -_ 18,826 3,807,107 Harold interconnection 134,062 -- -_ -- 134,062 Wheelwright interconnection 37,412 ------37,412 GTE interconnection 62,621 63,402 -- -_ 126,023 West Liberty interconnection 46,578 -- -- -_ 46,578 Chapman interconnection 67,775 21,616 -- 161 89,552 Salyersville interconnection 154,146 82,148 -- 65 8 236,952 Bluefield interconnection 300 -- -- -_ 300 Roanoke interconnection 13,626 -- -- -_ 13,626 Interconnect revenue (7 15,726) (453,368) -- (5,653) (1,174,747) Fiber ring interconnection 75,602 121,000 -- 157 196,759 TGTC interconnection and DS3 charges -- 171,590 -- -- 171,590 PRTC interconnection -- 171,232 -- -- -~171,232 $ 7,464,380 $ 5,305,238 $ - - $ 92,285 $12,861,903 COST OF PAGING SERVICE Paging maintenance $ 25 6 $ 384 Salaries and benefits 30,752 46,129 Tower rent 45,095 75,005 Telephone expense -_ 131 Expanded coverage costs -_ 998 Interconnection charges 33,211 28,094 Office and billing expense 38,462 22,945 Other 570 10,354 _-- -- 10,924 $ 148,346 $ 184,040 $ -- $ -- $ 332,386 - 17- Year Ended December 3 1,2007 RSA #9 RSA #10 Fiber Appalachian Mountaineer Ring PCS Totals $ 3,554,926 $ 2,559,114 $ -- $ 6,114,040 234,187 158,145 -- 392,332 1,496,116 991,910 -- 2,488,026 166,140 -- *- 166,140 31,134 -- -_ 31,134 18,186 33,187 -_ 51,373 107,242 -- _- 107,242 43,298 16,620 _- 59,918 118,167 64,495 _- 182,662 2,976 -- _- 2,976 14,629 -- _- 14,629 (569,849) (393,685) _- (963,534) 52,486 71,881 _- 124,367 -- 186,290 __ 186,290 -- 52,576 -_ -_ 52,576 $ 5,269,638 $ 3,740,533 $ -- $ -- $ 9,010,171 $ 3,966 $ 6,718 $ -- $ -- $ 10,684 28,850 43,351 -- -- 72,201 44,798 53,146 -- -- 97,944 _- 126 -- -- 126 _- 703 -- -- 703 35,618 27,865 -- -- 63,483 30,566 22,507 -- -- 53,073 254 11,056 -_ -_ 11,310 $ 144,052 $ 165,472 $ -- $ -- $ 309,524 Directions to Bonnyman Site '.... Starting on Main Street in front of the Perry County Courthouse, Hazard, KY, go East one block and turn left on Lavern Street. Go 0.1 mile to junction of Memorial Drive. Turn left on Memorial Drive and go 0.3 miles to the junction of North Main Street. Turn right and go 0.6 miles and turn right on State Route 15 North. Stay on State Route 15 North for 4.1 miles, and turn right at the gates going to the property owner's house. The road to the tower has not been completed, but is marked by flagging to show the route that will be taken. Total miles to this point are 5.1. Directions given by: Dennis Shepherd Appalachian Wireless 606-791 -6263 Cell Phone 606-785-221 5 Office d.slieplierd(i~),l~!tel.coniemail '..- Top0 USA@ 5.0 Search Area R -rn7 ‘c1\ DECLARATION AND GRANT OF PERPETUAL d&d&kSF“ 12: z6 AND RIGHTS OF WAY THIS DECLARATION AND GRANT OF PERPETUAL EASEMENTS AND RIGHTS OF WAY (hereinafter, the “Grant”) is made and entered into this the dJ +I day of/~~/eCyL.63~/, 2008 by and between KATHY THACKER and her husband, VONCEL THACKER, residents of P.O. Box 220, Rulan, Kentucky 41722, hereinafter referred to as “Grantors; and EAST KENTUCKY NETWORK, LLC, dha APPALACHIAN WIRELESS, having a mailing address of 101 Technology Trail, Ivel, Kentucky 4 1642, hereinafter referred to as “Grantee”. WITNESSETH: WHEREAS, Grantors are the owners of a certain tract of land located on L,ower Second Creek in Perry County, Kentucky, as more particularly described in the following conveyances of record in the Perry County Clerk’s Office: (i) deed from Vincent James Mongiardo and his wife, Kathrine Mongiardo, to Kathy Mongiardo dated August 11, 1982 and recorded at Deed Book 192, page 46; and (ii) deed from Vincent J. Mongiardo aka James Vincent Mongiardo, et al, to Kathy Thacker and Voncel Thacker dated June 18,2008 and recorded at Deed Rook 339, page 93. Reference also is made to the Will of Catarina M. Mongiardo recorded at Will Rook 9, page 400 in the Perry County Clerk’s Office. The property described in the foregoing deeds is hereinafter referred to as “Grantors’ Property”; and WHEmAS, Grantors and Grantee, for valuable consideration, have agreed to the dedication and grant of a perpetual easement and right of way in favor of Grantee, its successors and assigns, for a portion of Grantors’ Property as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference, and as shown on the plat dated 7 y4 , 2008, prepared by vyt 5 w- Ca~cir~ll, LLS, and attached hereto as Exhibit “E?’ and incorporated herein by reference, said property being hereinafter referred to as the “Premises”, together with certain nonexclusive easements and rights of way as hereinafter set out. 1 NOW THEREFORE, for and in consideration of the sum. of Twenty Thousand Dollars ($20,000.00), the receipt and sufficiency of which is hereby acknowledged, Grantors do hereby grant and convey unto Grantee, its successors and assigns, the perpetual and exclusive right and easement to use the Premises for purposes of constructing and placing thereon buildings, towers, guy lines, anchors and other related facilities and equipment, including but not limited to, telephone lines, coaxial lines, power lines and the installation of any and all other equipment deemed necessary by Grantee to receive and transmit any and all electronic signals in the rural service area now or hereafter to be served by the facility. The parties hereto recognize that technology in the communications field is advancing at a rapid rate and that this site may be used for any other purpose now in the developmental stage or which may later be developed in the communications industry to carry out the objectives of Grantee, that being to transmit and receive signals and communications by wire, fiber optics, radio and satellite, in connection with Grantee’s business. In addition to the aforesaid, and for the consideration paid hereunder, Grantors do hereby grant and convey to Grantee the following nonexclusive easements: (i) A nonexclusive easement and right of way, twenty (20) feet in width, across the remaining portion of Grantors’ Property for the construction and maintenance of an access road to be used by Grantee for ingress to and egress from the Premises (hereinafter, the “Access Road”). The location of the Access Road shall be mutually determined by Grantors and Grantee. Grantee shall gate the entrance to the Access Road in a manner that will best prevent trespassing and shall keep the gate locked with the understanding that Grantors shall be provided with a working key; (ii) A nonexclusive easement and right of way to construct, maintain and operate telephone and power transmission lines, including wires, poles, cables, conduits and pipes, over, under and across the remaining portion of Grantors’ Property to service the tower and related facilities which are to be erected upon the Premises, said easement and 2 right of way to be approximately forty (40) feet in width and to be at a location mutually determined by Grantors and Grantee. It is understood that the easements and rights of way granted herein, whether exclusive or nonexclusive, are perpetual in nature. Grantee, if in its sole and exclusive judgment determines that the Premises are no longer needed in connection with Grantee’s business, shall have the right to surrender the perpetual easements and rights of way granted herein upon sixty (60) days written notice of such intention to Grantors, and thereafter, Grantee shall have one hundred eighty (180) days within which to remove any and all of its buildings, equipment and facilities constructed and/or placed upon the Premises. After the expiration of such time, the Premises, together with all easements and rights of way granted herein, shall revert to Grantors. Grantors and Grantee further enter into the following covenants and conditions which shall be considered a part of this Grant: 1. Grantors warrant generally the Premises, rights, easements and privileges granted herein. 2. Grantors shall not use the remaining portion of Grantors’ Property for the construction, installation or operation of any wireless communications facilities which would unreasonably interfere with Grantee’s communications facility. 3. Grantee shall pay all personal property taxes assessed on, or any portion of such taxes attributable to, the equipment used by Grantee on the Premises. Grantors shall pay, when due, all real property taxes and all other fees and assessments attributable to the Premises, provided however, that Grantee shall reirnburse Grantors for any increase in real property taxes levied against Grantors, or theirs heirs and assigns, which are attributable to or arise as a result of the improvements constructed or placed by Grantee, its successors or assigns, on the Premises. 4. Grantee shall indemnify and save harmless Grantors &om any liability resulting from Grantee’s activities upon the Premises or in the exercise of any of the rights, privileges and rights of way granted herein, specifically including but not limited to any claim, loss, fine, penalty and costs (including reasonable attorney’s fees) arising out of any violation of any environmental laws or regulations. This provision shall survive the termination of the Grant. 3 5. This Grant and the exhibits attached hereto constitute the entire agreement between the parties, and no oral or implied agreements or representations will be binding upon the parties hereto. 6. This instrument shall be interpreted under the laws of the Commonwealth of Kentucky. 7. The terms, covenants and provisions of this Grant shall be binding upon the parties hereto, and their respective executors, administrators, heirs. successors and assigns. 8. All notices, demands or other writings to be given to either party hereunder shall be deemed to have been given when made in writing and deposited in the United States mail, certified and postage prepaid, to Grantors and Grantee at the addresses provided in the preamble to this Grant, unless such addresses have been changed by written notice as provided herein. IN TESTIMONY WHEREOF, witness the signatures of the parties hereto this the day and year first above written. GRANTORS: l/JQ---- V CE TKACKER LESSEE: EAST KENTLJCKY NETWORK, LLC dba APPALACHIAN WIRELESS 4 STATE OF KENTUCKY COUNTYOF LP P- i The foregoing&5gw,Md was this /JT‘ day of &bd?bl~(~, 2008, produced and acknowledged before me by Kathy Thacker and her husband, Voncel Thacker, to be their act and deed. STATE OF KENTUCKY COUNTY OF /‘??/OIYd The foregoing Lease Agreement was this 3 ‘’ day of& b’f , 2008, produced and acknowledged before me by East Kentucky Network, LLC, dba ~~YA/JF n,s,.,,fl< , its , on Gehalf of said entity. - Notarv Public Commission Expires: 4, 32-- do89 This instrument prepared by: ATTORNEY AT LAW P.O. BOX 176 LACKEY, KENTUCKY 4 1643 (606)358-4493 5 DEED DESCRIPTION FOR SUB DIVISION OF Property of Kathy & Voncel Thacker P.O. Box 252, Hindman, Ky 41822 hcated near Hazard in Perry County at 4391 Hwy 15N , Bonnyman, KY July 17,2008 A portion of the property lying within the tract of land located north of hwy 15 and north of cut through between First Creek and Second Creek in Perry County Kentucky, near the community of Bonnyman. Being a part of property conveyed by deed from Vincent J. Mongiardo, Vincent Anthony Mongiardo, and Frank D. Mongiardo to Kathy and Voncel Thacker and recorded in Deed Book 339 Page 93 of the Perry County Court House. Lot #A1 Unless stated otherwise, any monument referred to herein as “set iron pin with cap” is a set WYdiameter rebar, at least eighteen (18”) in length, with a plastic cap stamped “LS- 2259”. All bearings stated herein are referred to the NAD83 ICY South State Plane north. This survey preformed by James W. Caudill, LS2259, on July 17,2008. Beginning on a found iron pin with cap marked 1~3633at a point on the ridge at the property corner between Voncel Thacker, Phillip Clemons, and Kentucky River Property, said point having a NAD83 KY south state plane coordinate of [N:2002959.63, E:2369573.71] and being North 66 deg 20 min 33 sec East, 94.29 feet from found iron pin with cap marked 1~3633on the ridge; thence running with the ridge and the line between Voncel Thacker and Kentucky River Property South 76 deg 45 min 16 sec East, 21 1.33 feet to a found iron pin with cap, South 22 deg 07 min 18 sec East, 119.64 feet to a set iron pin with cap marked 1~2259on the ridge; thence leaving the ridge and the line of Kentucky River Property and severing the land of Voncel Thacker South 76 deg 24 min 16 sec West, 97.43 feet to a set iron pin with cap marked Is2259 near the base of the cliff, North 63 deg 03 min 46 sec West, 101.59 feet to a set iron pin with cap marked 1~2259near base of cliff, North 25 deg 41 min 32 sec West, 151.07 feet to the beginning. Containing a calculated area of 25378 sq ft or 0.58 acres. This according to a survey by James W. Caudill, PLS #2259, an July 17,2008. STATE OF KENTIJCKY COUNTY OF PERRY I, Haven King, Clerk of the aforesaid county and state, do certify that the foregoing instrument was lodged in my office for record, whereupon the same, together with the foregoing and this certificate, have been duly recorded in my office in Deed Bookd{z,_page &. Given under my hand this /zLday of 2008. ee, HAVEN KING, CLERK PERRY COUNTY COURT B .c. EKN, Kathy and Voncel Thacker, Easement 6 APPALACHIAN WIRELESS 101 TECHNOLOGY TRAIL IVEL, KY. 41642 PROPOSED TOWER SITE VONCEL THACKER TR NEAR HAZARD OWNERS: APPALACHIAN WIRELESS 101 TECHNOLOGY TRAIL IVEL, KY 41642 Is I- VONCEL THACKER E P.O. BOX 252 0 HINDMAN, KY 41822 -Z PHILLIP K. CLEMONS P.O. BOX 2 BONNYMAN, KY 41719 KENTUCKY RIVER PROPERTIES 250 WEST MAIN STE 1823 LEXINGTON, KY 40507 VICTOR JEWEU P.O. BOX 105 BONNYMAN, KY 41719 STEVEN iiQLCAND P.O. BOX 665 BONNYMAN, KY 41719 HAZARD PERRY CO. HOUSING P.O. BOX 7284 HAZARD, KY 41702 IMA JEAN & ROBERT MILAN BOX 7 BONNEYMAN, KY 41719 THOMAS J & LINDA TEAGUE 263 TURNER AVE HAZARD, KY 41701 JOHN & LENORA BURGETT 290 SHERIFF COURT BONNYMAN. KY 41719 7/17/08 GRAPHIC SCALE 0 500 1000 1500 MAP SHOWING STRUCTURES 8c LAND OWNERS WITHIN 500 FT OF THE PROPOSED TOWER NGINEER’S CERTIFICATE: I HEREBY CERTIFY THAT THE INFORMATION SHO APPALACHIAN WIRELESS 101 TECHNOLOGY TRAIL IVEL, KY. 41642 PROPOSED TOWER SITE VONCEL THACKER TR NEAR HAZARD OWNERS: APPALACHIAN WIRELESS 101 TECHNOLOGY TRAIL IVEL, KY 41642 Is I- VONCEL THACKER E P.O. BOX 252 0 HINDMAN, KY 41822 -Z PHILLIP K. CLEMONS P.O. BOX 2 BONNYMAN, KY 41719 KENTUCKY RIVER PROPERTIES 250 WEST MAIN STE 1823 LEXINGTON, KY 40507 VICTOR JEWEU P.O. BOX 105 BONNYMAN, KY 41719 STEVEN iiQLCAND P.O. BOX 665 BONNYMAN, KY 41719 HAZARD PERRY CO. HOUSING P.O. BOX 7284 HAZARD, KY 41702 IMA JEAN & ROBERT MILAN BOX 7 BONNEYMAN, KY 41719 THOMAS J & LINDA TEAGUE 263 TURNER AVE HAZARD, KY 41701 JOHN & LENORA BURGETT 290 SHERIFF COURT BONNYMAN. KY 41719 7/17/08 GRAPHIC SCALE 0 500 1000 1500 MAP SHOWING STRUCTURES 8c LAND OWNERS WITHIN 500 FT OF THE PROPOSED TOWER NGINEER’S CERTIFICATE: I HEREBY CERTIFY THAT THE INFORMATION SHO APPALACHIAN W I RELESS SITE SURVEY 101 TECHNOLOGY TRAIL STRUCTURE LOCATION IVEL, KY. 41642 PROPOSED TOWER SITE VONCEL THACKER TR. VONCEL THACKER TR BONNYMAN'KY P E R RY COU NTY -r Y 3 NEAR HAZARD z KENTUCKY RIVER PROPERTY BOOK 35 PAGE 276 KENTUCKY RIVER PROPERTY BOOK 35 25378 SQ. FT. PAGE 276 0.58 ACRES VONCEL THACKER BOOK 139 PAGE 76 VONCEL THACKER BOOK 139 PAGE 7 ,N+L THACKER BO K 39 PAGE 76 * CONDUITS SHALL BE PLACED 3.25" OUTSIDE CONCRETE SLAB 07/17/08 \"\ SITE SURVEY/STR LOCATION \ 50 100 150 -THE PROPOSED TOWER HAS BEEN LOCATED USING 0' ' TRIMBLE 4OOOSSI GPS UNIT PROCESSED BY "OPUS" -STATE PLANE COORDINATES NAD 83 KY SOUTH ZONE N 2002857.32, E 236751.56, EL 1495 FT MSL LEGEND SCALE 1" = 50' -PRECISION: HORIZONTAL=0.30' VERTICAL=0.50' -PROPERTY LINE INFORMATION TAKEN FROM DEEDS CEMETERY AND VERIFIED IN THE FIELD. SCALE 1" = 6' TOWER 0' 6 12 18 BOUNDARY LINE ------7-/7-0& ACCESS ROAD - - AMES W. CAUDILL P.E. DATE